DECISIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING
DECISIONS OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF AEGEAN AIRLINES ON JUNE 14 2012
Aegean Airlines announces that the Ordinary General Shareholders Meeting of the Company that took place on June 14 2012, was attended by 24 shareholders or shareholders' representatives, representing 52.741.046 common registered shares out of 71.417.100 total shares outstanding, or 73,85% of the company's share capital and the following decisions were taken:
ΙΤΕΜ 1: Submission and approval of the Annual Financial Statements of the Company for the fiscal year ending on 31.12.2011, drafted in accordance with International Financial Reporting Standards, as well as of the Annual Report of the Board of Directors and the Auditors' Report.
It was resolved to approve the Annual Financial Statements for the year 2011, and the Reports issued by the Board of Directors and the Auditors.
Votes in favor: 52.733.146, Votes against: 7.900
ΙΤΕΜ 2: Discharge of the Members of the Board of Directors and the Auditors from any liability deriving from the exercise of their duties during the fiscal year 2011.
It was resolved to discharge the members of the Board of Directors and the Auditors from any liability deriving from the exercise of their duties during the fiscal year 2011.
Votes in favor: 52.299.268, Votes against: 7.900, Abstention: 433.878
ΙΤΕΜ 3: Election of Certified Auditors (regular and substitute) for the fiscal year 2012 and approval of their remuneration.
AGM resolved to elect Mr. Panagiotis Vroustouris as Regular Certified Auditor Accountant (Soel Reg. 12921) and Mr. Leonidas C. Mavromitrou as a Substitute Certified Auditor Accountant (Soel Reg. 21071) of ENEL AUDITING SA and approved their remuneration.
Votes in favor: 52.733.146, Votes against: 7.900
ΙΤΕΜ 4: Approval of remuneration of members of the BoD for the fiscal year 2011 and pre-approval of their remuneration for the fiscal year 2012.
It was resolved to approve the remuneration of executive Board members for the fiscal year 2011 and pre-approved their remuneration for fiscal year 2012.
Votes in favor: 52.733.146, Votes against: 7.900
ΙΤΕΜ 5: Approval of issuance of bond loan for the amount of 15,000,000 € through Alpha Bank.
The Ordinary General Assembly decided the issuance, according to the codified law 2190/1920 and the law 3156/2003, as valid, and the private placement, common paper Bond Loan in total nominal value fifteen million euro (15,000,000 €), through Alpha Bank as Payment Administrative.
The Ordinary General Assembly authorized the Board of Directors of the company, in order to negotiate and decide about the specific terms of the loan issuance, to fulfill any other necessary action for the implementation of its issuance and to appoint the representatives of the company that will execute the agreement between the company and the credit institutes that will be selected to cover the loan as bond debtors, as well as the bonds and any other document referring to the loan.
Votes in favor: 52.299.268, Votes against: 441.778
ΙΤΕΜ 6: Approval of agreements by the company with third parties pursuant to article 23a of Codified Law 2190/1920.
AGM approved pursuant to article 23a of codified Law 2190/20 the construction of the agreement between Aegean Airlines S.A. and the societe anonyme “Touristikes Epichiriseis Messinias A.E.”, where Managing Director and shareholder is the Board member and shareholder of Aegean Airlines S.A., Mr. Achilleas Constantakopoulos of Vassilios; the subject of the above agreement is the performance by Aegean Airlines S.A. of the scheduled route Athens-Kalamata-Athens during Summer IATA period 2012, with aircraft of Bombardier DHC-8-400 type, leased by Aegean under wet lease status, with agreed frequencies, and under the terms and conditions included in the aforementioned agreement.
Votes in favor: 52.733.146, Votes against: 7.900
ΙΤΕΜ 7: Election of new Board of Directors
AGM elected the new BoD with a 3-year term, assigning executive and non-executive directorships as follows:
Theodore Vassilakis (Executive)
Eftichios Vassilakis (Executive)
Dimitrios Gerogiannis (Executive)
Achilleas Constantakopoulos (Non-Executive)
Anastasios David (Non-Executive)
Iakovos Georganas (Non-Executive)
Christos Ioannou (Non-Executive)
Panagiotis Laskaridis (Non-Executive)
Alexandros Makridis (Independent, non-executive)
Victor Pizante (Independent, non-executive)
Markos Tsaktanis (Non-Executive)
George Vassilakis (Non-Executive)
Votes in favor: 52.733.146, Votes against: 7.900
ΙΤΕΜ 8: Appointment of Audit Committee members under article 37 of law 3693/2008
AGM decided to appoint the following members of the Audit Committee pursuant to article 37 of law 3693/2008:
a. Achilleas Constantakopoulos - non-executive Board member
b. Markos Tsaktanis – non-executive Board member
c. Alexandros Makridis – Independent, non-executive Board member
Votes in favor: 52.733.146, Votes against: 7.900